Exhibit 4.1
ALTAIR INTERNATIONAL INC.
COMMON SHARE PURCHASE WARRANT
_______ Series 2000-A Warrants Warrant Certificate No. 2000-A-__
Void after 5:00 p.m., Mountain Standard Time
on _________ ___, 2005 or on such earlier date specified herein
ALTAIR INTERNATIONAL INC.
(Incorporated under the laws of Ontario)
This Series 2000-A Warrant Certificate ("Warrant Certificate") is to certify
that, for value received, ____________________, or registered assigns (the
"Holder") shall have the right to purchase from Altair International Inc.
(hereinafter called the "Corporation") one fully paid and non-assessable Common
Share of the Corporation for each Series 2000-A Warrant (individually, a
"Warrant") represented by this Warrant Certificate at any time up to 5:00 p.m.
(Mountain Standard time) on the earlier of (i) ____ __, 2005, and (ii) the date
thirty days following the fifth day (whether or not consecutive) the closing
price of the Common Shares on the Nasdaq National Market equals or exceeds U.S.
$_______ (the "Expiry Time"). The exercise price for the purchase of each such
Common Share shall be U.S. $______ per share (the "Exercise Price"). The number
of Common Shares to be received upon the exercise of each Warrant and the
Exercise Price may be adjusted from time to time as hereinafter set forth.
The Warrants shall be subject to the following terms and conditions:
1. For the purposes of this Warrant, the term "Common Shares" means common
shares without nominal or par value in the capital of the Corporation
as constituted on the date hereof; provided that in the event of a
change, subdivision, redivision, reduction, combination or
consolidation thereof or any other adjustment under clause 10 hereof,
or successive such changes, subdivisions, redivisions, reductions,
combinations, consolidations or other adjustments, then subject to the
adjustments, if any, having been made in accordance with the provisions
of this Warrant Certificate, "Common Shares" shall thereafter mean the
shares, other securities or other property resulting from such change,
subdivision, redivision, reduction, combination or consolidation or
other adjustment.
2. This Warrant Certificate shall be signed by an officer of the
Corporation holding office at the time of signing, or any successor or
replacement person and notwithstanding any change in any of the persons
holding said offices between the time of actual signing and the
delivery of the Warrant Certificate and notwithstanding that such
officer signing may not have held office at the date of the delivery of
the Warrant Certificate, the Warrant Certificate so signed shall be
valid and binding upon the Corporation.
3. All rights under any of the Warrants in respect of which the right of
subscription and purchase therein provided for shall not theretofore
have been exercised shall wholly cease and determine and such Warrants
shall be wholly void and of no valid or binding effect after the Expiry
Time.
1
<PAGE>
4. The right to purchase Common Shares pursuant to the Warrants may only
be exercised by the Holder at or before the Expiry Time by:
(a) duly completing and executing a Subscription Form
substantially in the form attached hereto, in the manner
therein indicated; and
(b) surrendering this Warrant Certificate and the duly completed
and executed Subscription Form to the Corporation at the
address specified in clause 22 below together with payment of
the purchase price for the Common Shares subscribed for in the
form of cash or a certified cheque payable to the Corporation
in an amount equal to the then applicable Exercise Price
multiplied by the number of Common Shares subscribed for.
5. Upon receipt of the Subscription, this Warrant Certificate, and payment
as aforesaid, the Corporation shall cause to be issued to the Holder
the number of Common Shares to be issued and the Holder shall become a
shareholder of the Corporation in respect of such Common Shares,
effective as of the date of receipt by the Corporation of such
Subscription Form, Warrant Certificate, and payment and shall be
entitled to delivery of a certificate or certificates evidencing such
shares. The Corporation shall cause such certificate or certificates to
be mailed to the Holder at the address or addresses specified in such
Subscription Form within five (5) business days of such receipt and
payment as herein provided or, if so instructed by the Holder, held for
pick-up by the Holder at the principal office of the registrar and
transfer agent of the Common Shares, Equity Transfer Services Inc. (the
"Transfer Agent").
6. No fractional shares or stock representing fractional shares shall be
issued upon the exercise of any Warrant. In lieu of any fractional
shares which would otherwise be issuable, the Corporation shall either
pay cash equal to the product of such fraction multiplied by the fair
market value of one share of Common Stock on the date of exercise, as
determined in good faith by the Corporation's Board of Directors, or
issue the next largest whole number of Common Shares at the
Corporation's option.
7. The Warrants may not be exercised unless at the time of exercise (i) a
registration statement registering the Common Shares issuable upon such
exercise is effective under the Securities Act of 1933, as amended (the
"1933 Act"), or the transaction in which such shares are to be issued
is exempted from the application of the registration requirements of
the 1933 Act, and (ii) the Warrant Shares have been registered or
qualified under any applicable Canadian, provincial, state securities
laws or an exemption from registration or qualification is available
under such laws. The Corporation has filed a Registration Statement on
Form S-3 registering the Common Shares issuable upon the exercise of
the Warrants, which Registration Statement is effective as of the date
hereof.
8. The holding of a Warrant shall not constitute the Holder a shareholder
of the Corporation nor entitle him to any right or interest in respect
thereof except as herein expressly provided.
2
<PAGE>
9. The Corporation covenants and agrees that until the Expiry Time, while
any of the Warrants shall be outstanding, it shall reserve and there
shall remain unissued out of its authorized capital a sufficient number
of Common Shares to satisfy the right of purchase herein provided, as
such right of purchase may be adjusted pursuant to clauses 10 and 11
hereof. All Common Shares which shall be issued upon the exercise of
the right to purchase herein provided for, upon payment therefor of the
amount at which such Common Shares may at the time be purchased
pursuant to the provisions hereof, shall be issued as fully paid and
non-assessable shares and the holders thereof shall not be liable to
the Corporation or its creditors in respect thereof.
10. (a) If and whenever at any time after the date hereof and prior to
the Expiry Time the Corporation shall (i) subdivide, redivide
or change its then outstanding Common Shares into a greater
number of Common Shares, (ii) reduce, combine or consolidate
its then outstanding Common Shares into a lesser number of
Common Shares or (iii) issue Common Shares (or securities
exchangeable for or convertible into Common Shares) to the
holders of all or substantially all of its then outstanding
Common Shares by way of a stock dividend or other distribution
(any of such events herein called a "Common Share
Reorganization"), then the Exercise Price shall be adjusted
effective immediately after the effective date of any such
event in (i) or (ii) above or the record date at which the
holders of Common Shares are determined for the purpose of any
such dividend or distribution in (iii) above, as the case may
be, by multiplying the Exercise Price in effect on such
effective date or record date, as the case may be, by a
fraction, the numerator of which shall be the number of Common
Shares outstanding on such effective date or record date, as
the case may be, before giving effect to such Common Share
Reorganization and the denominator of which shall be the
number of Common Shares outstanding immediately after giving
effect to such Common Share Reorganization including, in the
case where securities exchangeable for or convertible into
Common Shares are distributed, the number of Common Shares
that would be outstanding if such securities were exchanged
for or converted into Common Shares.
(b) If and whenever at any time after the date hereof and prior to
the Expiry Time, the Corporation shall distribute any class of
shares or rights, options or warrants or other securities
(other than those referred to in clause 10(a) above),
evidences of indebtedness or property (excluding cash
dividends paid in the ordinary course) to holders of all or
substantially all of its then outstanding Common Shares, the
number of Common Shares to be issued by the Corporation under
this Warrant shall, at the time of exercise of the right of
subscription and purchase under this Warrant Certificate, be
appropriately adjusted and the Holder shall receive, in lieu
of the number of the Common Shares in respect of which the
right to purchase is then being exercised, the aggregate
number of Common Shares or other securities or property that
the Holder would have been entitled to receive as a result of
such event, if, on the record date thereof, the Holder had
been the registered holder of the number of Common Shares to
which the Holder was theretofore entitled upon the exercise of
the rights of the Holder hereunder.
3
<PAGE>
(c) If and whenever at any time after the date hereof and prior to
the Expiry Time there is a capital reorganization of the
Corporation or a reclassification or other change in the
Common Shares (other than a Common Share Reorganization) or a
consolidation or merger or amalgamation of the Corporation
with or into any other corporation or other entity (other than
a consolidation, merger or amalgamation which does not result
in any reclassification of the outstanding Common Shares or a
change of the Common Shares into other securities), or a
transfer of all or substantially all of the Corporation's
assets to another corporation or other entity in which the
holders of Common Shares are entitled to receive shares, other
securities or other property (any of such events being called
a "Capital Reorganization"), the Holder, where he has not
exercised the right of subscription and purchase under this
Warrant Certificate prior to the effective date of such
Capital Reorganization, shall be entitled to receive and shall
accept, upon the exercise of such right, on such date or any
time thereafter, for the same aggregate consideration in lieu
of the number of Common shares to which he was theretofore
entitled to subscribe for and purchase, the aggregate number
of shares or other securities or property which the Holder
would have been entitled to receive as a result of such
Capital Reorganization if, on the effective date thereof, he
had been the registered holder of the number of Common Shares
to which he was theretofore entitled to subscribe for and
purchase.
(d) If and whenever at any time after the date hereof and prior to
the Expiry Time, any of the events set out in clause 10(a),
(b) or (c) shall occur and the occurrence of such event
results in an adjustment of the Exercise Price pursuant to the
provisions of this clause 10, then the number of Common Shares
purchasable pursuant to this Warrant shall be adjusted
contemporaneously with the adjustment of the Exercise Price by
multiplying the number of Common Shares then otherwise
purchasable on the exercise thereof by a fraction, the
numerator of which shall be the Exercise Price in effect
immediately prior to the adjustment and the denominator of
which shall be the Exercise Price resulting from such
adjustment.
(e) If the Corporation takes any action affecting its Common
Shares to which the foregoing provisions of this clause 10, in
the opinion of the board of directors of the Corporation,
acting in good faith, are not strictly applicable, or if
strictly applicable would not fairly adjust the rights of the
Holder against dilution in accordance with the intent and
purposes hereof, or would otherwise materially affect the
rights of the Holder hereunder, then the Corporation may
execute and deliver to the Holder an amendment hereto
providing for an adjustment in the application of such
provisions so as to adjust such rights as aforesaid in such
manner as the board of directors of the Corporation may
determine to be equitable in the circumstances, acting in good
faith. The failure of the taking of action by the board of
directors of the Corporation to so provide for any adjustment
on or prior to the effective date of any action or occurrence
giving rise to such state of facts will be conclusive evidence
that the board of directors has determined that it is
equitable to make no adjustment in the circumstances.
11. The following rules and procedures shall be applicable to the
adjustments made pursuant to clause 10:
(a) any Common Shares owned or held by or for the account of the
Corporation shall be deemed not be to outstanding except that,
for the purposes of clause 10, any Common Shares owned by a
pension plan or profit sharing plan for employees of the
Corporation or any of its subsidiaries shall not be considered
to be owned or held by or for the account of the Corporation;
4
<PAGE>
(b) no adjustment in the Exercise Price shall be required unless a
change of at least 1% of the prevailing Exercise Price would
result, provided, however, that any adjustment which, except
for the provisions of this clause 11(b), would otherwise have
been required to be made, shall be carried forward and taken
into account in any subsequent adjustment;
(c) the adjustments provided for in clause 10 are cumulative and
shall apply to successive subdivisions, consolidations,
dividends, distributions and other events resulting in any
adjustment under the provisions of such clause;
(d) in the absence of a resolution of the board of directors of
the Corporation fixing a record date for any dividend or
distribution referred to in clause 10(a)(iii) above, the
Corporation shall be deemed to have fixed as the record date
therefor the date on which such dividend or distribution is
effected;
(e) if the Corporation sets a record date to take any action and
thereafter and before the taking of such action abandons its
plan to take such action, then no adjustment to the Exercise
Price will be required by reason of the setting of such record
date;
(f) forthwith after any adjustment to the Exercise Price or the
number of Common Shares purchasable pursuant to the Warrants,
the Corporation shall provide to the Holder a certificate of
an officer of the Corporation certifying as to the amount of
such adjustment and, in reasonable detail, describing the
event requiring and the manner of computing or determining
such adjustment; and
(g) any question that at any time or from time to time arises with
respect to the amount of any adjustment to the Exercise Price
or other adjustment pursuant to clause 10 shall be
conclusively determined by a firm of independent chartered
accountants (who may be the Corporation's auditors) selected
by the board of directors of the Corporation and shall be
binding upon the Corporation and the Holder.
12. At least 21 days prior to the latter of the effective date or record
date, as applicable, of any event referred to in clause 10, the
Corporation shall notify the Holder of the particulars of such event
and the estimated amount of any adjustment required as a result
thereof.
13. On the happening of each and every such event set out in clause 10, the
applicable provisions of this Warrant, including the Exercise Price,
shall, ipso facto, be deemed to be amended accordingly and the
Corporation shall take all necessary action so as to comply with such
provisions as so amended.
14. The Corporation shall not be required to deliver certificates for
Common Shares while the share transfer books of the Corporation are
properly closed, having regard to the provisions of clauses 10 and 11
hereof, prior to any meeting of shareholders or for the payment of
dividends or for any other purpose and in the event of the surrender of
any Warrant in accordance with the provisions hereof and the making of
any subscription and payment for the Common Shares called for thereby
during any such period delivery of certificates for Common Shares may
be postponed for not more than five (5) days after the date of the
re-opening of said share transfer books. Provided, however, that any
such postponement of delivery of certificates shall be without
prejudice to the right of the Holder so surrendering the same and
making payment during such period to receive after the share transfer
books shall have been re-opened such certificates for the Common Shares
called for, as the same may be adjusted pursuant to clauses 10 and 11
hereof as a result of the completion of the event in respect of which
the transfer books were closed.
5
<PAGE>
15. Subject as hereinafter provided, all or any of the rights conferred
upon the Holder by the terms hereof may be enforced by the Holder by
appropriate legal proceedings. No recourse under or upon any
obligation, covenant or agreement contained herein shall be had against
any shareholder or officer of the Corporation either directly or
through the Corporation, it being expressly agreed and declared that
the obligations under the Warrants are solely corporate obligations and
that no personal liability whatever shall attach to or be incurred by
the shareholders or officers of the Corporation or any of them in
respect thereof, any and all rights and claims against every such
shareholder, officer or director being hereby expressly waived as a
condition of and as a consideration for the issue of the Warrants.
16. The Warrants may not be assigned or transferred except as provided
herein and in accordance with and subject to the provisions of the 1933
Act and the Rules and Regulations promulgated thereunder and any
applicable state, Canadian, and provincial securities laws. Any
purported transfer or assignment made other than in accordance with
this Section 16 shall be null and void and of no force and effect. Any
assignment permitted hereunder shall be made by surrender of this
Warrant Certificate to the Corporation at its principal office with the
Assignment Form annexed hereto duly executed and funds sufficient to
pay any transfer tax. In such event, the Corporation shall, without
charge, execute and deliver a new Warrant Certificate in the name of
the assignee named in such Assignment Form, and the Warrants
represented by this Warrant Certificate shall promptly be cancelled.
This Warrant Certificate may be divided or combined with other Warrants
which carry the same rights upon presentation thereof at the principal
office of the Corporation together with a written notice signed by the
Holder thereof, specifying the names and denominations in which new
Warrants are to be issued. The terms "Warrant" and "Warrants" as used
herein include any Warrants in substitution for or replacement of this
Warrant, or into which the Warrant represented by this Warrant
Certificate may be divided or exchanged.
17. The Holder may subscribe for and purchase any lesser number of Common
Shares than the number of shares expressed in this Warrant Certificate.
In the case of any subscription for a lesser number of Common Shares
than expressed in this or any successor Warrant Certificate or a
transfer of any of the Warrants pursuant to clause 16, the Holder shall
be entitled to receive at no cost to the Holder a new Warrant
Certificate in respect of the balance of Warrants not then exercised or
transferred. Any new Warrant Certificate(s) shall be mailed to the
Holder or assignee by the Corporation or, at its direction, the
Transfer Agent, within five (5) business days of receipt by the
Corporation of all materials required by clauses 5 or 16, as
applicable.
18. Each Holder of this Warrant, the Warrant Shares or any other security
issued or issuable upon exercise of this Warrant shall indemnify and
hold harmless the Corporation, its directors and officers, and each
person, if any, who controls the Corporation, against any losses,
claims, damages or liabilities, joint or several, to which the
Corporation or any such director, officer or any such person may become
subject under the 1933 Act or statute or common law, insofar as such
losses, claims, damages or liabilities, or actions in respect thereof,
arise out of or are based upon the disposition by such Holder of the
Warrant the Common Shares issuable upon the exercise of this Warrant in
violation of the terms of this Warrant Certificate.
6
<PAGE>
19. If any Warrant Certificate becomes stolen, lost, mutilated or
destroyed, the Corporation shall, on such terms as it may in its
discretion acting reasonably impose, issue and sign a new Warrant
Certificate of like denomination, tenor and date as the Warrant
Certificate so stolen, lost, mutilated or destroyed for delivery to the
Holder.
20. The Corporation and the Transfer Agent may deem and treat the
registered holder of any Warrant Certificate as the absolute owner of
the Warrants represented thereby for all purposes, and the Corporation
and neither the Corporation nor the Transfer Agent shall be affected by
any notice or knowledge to the contrary except where the Corporation or
the Transfer Agent is required to take notice by statute or by order of
a court of competent jurisdiction. A Holder shall be entitled to the
rights evidenced by such Warrant Certificate free from all equities or
rights of set-off or counterclaim between the Corporation and the
original or any intermediate holder thereof and all persons may act
accordingly and the receipt by any such Holder of the Common Shares
purchasable pursuant to such Warrant shall be a good discharge to the
Corporation and the Transfer Agent for the same and neither the
Corporation nor the Transfer Agent shall be bound to inquire into the
title of any such Holder except where the Corporation or the Transfer
Agent is required to take notice by statute or by order of a court of
competent jurisdiction.
21. The Holders of Warrants shall have the power from time to time by an
extraordinary resolution (as hereinafter defined):
(a) to sanction any modification, abrogation, alteration or
compromise of the rights of the Holders of Warrants against
the Corporation which shall be agreed to by the Corporation;
and/or
(b) to assent to any modification of or change in or omission from
the provisions contained herein or in any instrument ancillary
or supplemental hereto which shall be agreed to by the
Corporation; and/or
(c) to restrain any Holder of a Warrant from taking or instituting
any suit or proceedings against the Corporation for the
enforcement of any of the covenants on the part of the
Corporation conferred upon the Holders by the terms of the
Warrants.
Any such extraordinary resolution as aforesaid shall be binding upon
all the Holders of Warrants whether or not assenting in writing to any
such extraordinary resolution, and each Holder of any of the Warrants
shall be bound to give effect thereto accordingly. Such extraordinary
resolution shall, where applicable, be binding on the Corporation which
shall give effect thereto accordingly.
The Corporation shall forthwith upon receipt of an extraordinary
resolution provide notice to all Holders of the date and text of such
resolution. The Holders of Warrants assenting to an extraordinary
resolution agree to provide the Corporation forthwith with a copy of
any extraordinary resolution passed.
7
<PAGE>
The expression "extraordinary resolution" when used herein shall mean a
resolution assented to in writing, in one or more counterparts, by the
Holders of Warrants calling in the aggregate for not less than ninety
per cent (90%) of the aggregate number of shares called for by all of
the Warrants which are, at the applicable time, outstanding.
22. All notices to be sent hereunder shall be deemed to be validly given to
the Holders of the Warrants if delivered personally or if sent by
registered letter through the post addressed to such holders at their
post office addresses appearing in the register of Warrant holders
caused to be maintained by the Corporation. All notices to be sent
hereunder shall be deemed to be validly given to the Corporation if
delivered personally or if sent by registered letter through the post
addressed to the Corporation at 1725 Sheridan Avenue, Suite 140, Cody,
Wyoming 82414 or such other address as the Corporation shall have
designated by written notice to such registered owner. Notice shall be
deemed to have been given, if delivered personally when so delivered,
and if sent by post on the fifth business day next following the post
thereof.
23. This Warrant shall be governed by the laws of the State of Nevada and
the federal laws of the United States applicable therein (within
reference to the conflict of laws provisions therof).
IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate
to be signed by its duly authorized officer.
DATED as of ___th day of ______, 2000.
ALTAIR INTERNATIONAL INC.
By:
-----------------------
William P. Long, President
Acknowledged and agreed to as of the ___th day of January, 2000.
)
-------------------------------- ) -----------------------------------
Witness ) Witness
)
8
<PAGE>
SUBSCRIPTION FORM
TO BE COMPLETED IF WARRANTS ARE TO BE EXERCISED:
The undersigned hereby subscribes for ________________ common shares of Altair
International Inc. according to the terms and conditions set forth in the
annexed warrant certificate (or such number of other securities or property to
which such warrant entitles the undersigned to acquire under the terms and
conditions set forth in the annexed warrant certificate). The subscriber
acknowledges and agrees that any legend required by applicable law may be placed
on any certificates representing common shares delivered to the undersigned.
Address for Delivery of Shares:
------------------------------------
------------------------------------
------------------------------------
------------------------------------
Attention:
--------------------------
Tendered Exercise Price $
---------------------------
Dated at , this day of , .
---------------- ------- -------------- -------
Witness: )
---------------------------
) Holder's Name
)
)
) ---------------------------
) Authorized Signature
)
)
) ---------------------------
) Title (if applicable)
Signature guaranteed:
9
<PAGE>
ASSIGNMENT FORM
TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:
TO: ALTAIR INTERNATIONAL INC.
1725 Sheridan Avenue
Suite 140
Cody, Wyoming 82414
This Warrant Certificate is hereby transferred to _________________
residing at ________________________________________ for good and valuable
consideration. You are hereby instructed to take the necessary steps to effect
this transfer.
Dated at ___________________, this ______ day of _____________, _____.
Witness: )
------------------------------------
) Holder's Name
)
)
) ------------------------------------
) Authorized Signature
)
)
) ------------------------------------
) Title (if applicable)
)
)
Signature guaranteed: )
10
